0001127602-16-048685.txt : 20160405 0001127602-16-048685.hdr.sgml : 20160405 20160405104926 ACCESSION NUMBER: 0001127602-16-048685 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160401 FILED AS OF DATE: 20160405 DATE AS OF CHANGE: 20160405 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL PENN BANCSHARES INC CENTRAL INDEX KEY: 0000700733 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 232215075 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 645 HAMILTON STREET, #1100 CITY: ALLENTOWN STATE: PA ZIP: 18101 BUSINESS PHONE: 1-800-822-3321 MAIL ADDRESS: STREET 1: 645 HAMILTON STREET, #1100 CITY: ALLENTOWN STATE: PA ZIP: 18101 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Beaver Thomas Arthur CENTRAL INDEX KEY: 0001334317 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22537-01 FILM NUMBER: 161553320 MAIL ADDRESS: STREET 1: 645 HAMILTON STREET CITY: ALLENTOWN STATE: PA ZIP: 18101 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2016-04-01 1 0000700733 NATIONAL PENN BANCSHARES INC NPBC 0001334317 Beaver Thomas Arthur 645 HAMILTON STREET ALLENTOWN PA 18101 1 1 CHAIRMAN Common Stock 2016-04-01 4 D 0 49422.6713 D 0 D Phantom Stock (Deferred Stock) 2016-04-01 4 D 0 44894.4354 D Common Stock 44894.4354 0 D Phantom Stock (RSUs) 2016-04-01 4 D 0 81769 D Common Stock 81769 0 D On April 1, 2016, BB&T Corporation ("BBT") completed the previously announced merger of National Penn Bancshares, Inc. ("NPBC") with and into BBT, pursuant to the Agreement and Plan of Merger, dated August 17, 2015, by and between BBT and NPBC ("Merger Agreement"). In accordance with the terms of the Merger Agreement, at the effective time of the merger these shares of NPBC common stock were converted into the right to receive, at the election of each shareholder and subject to the proration and allocation procedures set forth in the Merger Agreement, either (i) $13.00 in cash (the "cash consideration") or (ii) 0.3206 shares of BBT common stock (the "stock consideration"), with cash paid in lieu of fractional shares (the "per share merger consideration"). Based on the closing stock price of BBT common stock on the NYSE on April 1, 2016, the closing date of the merger, of $33.51, the value of the stock consideration was $10.74. 1 for 1 The phantom stock units were accrued under the National Penn Bancshares, Inc. Directors' Fee Plan. In accordance with the terms of the Merger Agreement, at the effective time of the merger, each NPBC deferred stock unit award, whether vested or unvested, that settled in connection with the merger and that was outstanding immediately prior to the effective time of the merger fully vested and was converted into the right to receive the per share merger consideration on the terms specified in the Merger Agreement. Based on the closing stock price of BBT common stock on the NYSE on April 1, 2016, the closing date of the merger, of $33.51, the value of the stock consideration was $10.74 The phantom stock units were granted under the National Penn Bancshares, Inc. Long-Term Incentive Compensation Plan. In accordance with the terms of the Merger Agreement, at the effective time of the merger, each NPBC restricted stock unit award that was outstanding immediately prior to the effective time of the merger fully vested and was converted into the right to receive the per share merger consideration on the terms specified in the Merger Agreement. Based on the closing stock price of BBT common stock on the NYSE on April 1, 2016, the closing date of the merger, of $33.51, the value of the stock consideration was $10.74. /s/ Sean P. Kehoe, by power of attorney 2016-04-05